SCHEDULE: Khosla Ventures Amends Rocket Lab Ownership

Sentiment:

Beneficial Ownership Update 23 October 2025 8:27 PM

Khosla Ventures files Amendment No. 8 to Schedule 13D for Rocket Lab Corporation, updating beneficial ownership after recent share distributions.

Capital raiseThe Second Amended and Restated Registration Rights Agreement grants Khosla Ventures funds the right to request an underwritten offering to sell all or a portion of their registrable securities, provided the total offering price is at least $50 million.The Issuer is obligated to facilitate such offerings and will bear most expenses incident to registering the securities, excluding selling expenses such as underwriters' commissions and brokerage fees.

Summary

This is Amendment No. 8 to the Schedule 13D for Rocket Lab Corporation, amending and restating previous filings.
The filing updates beneficial ownership information for Khosla Ventures Seed B, L.P., Khosla Ventures Seed B (CF), L.P., Khosla Ventures Seed Associates B, LLC, Khosla Ventures V, L.P., Khosla Ventures Associates V, LLC, VK Services, LLC, and Vinod Khosla.
Khosla Ventures V, L.P. (KV V) conducted pro rata distributions of 5,500,000 shares of Common Stock to its underlying limited partners and general partners between September 4, 2025, and October 21, 2025.
These distributions resulted in 1,103,908 shares ultimately being received by VK Services.
As of the filing date, VK Services directly owns 40,036,964 shares of Common Stock, representing 8.0% of the class.
Khosla Ventures V, L.P. (KV V) now beneficially owns 6,823,617 shares, representing 1.4% of the class.
Other Khosla Ventures entities and Vinod Khosla individually are reported as beneficially owning 0.0% directly, but possess shared voting and dispositive power over other entities' holdings.
The shares were initially acquired for investment purposes between August 2013 and May 2020, converting preferred stock of Legacy Rocket Lab into Common Stock during the August 25, 2021, business combination.
The reporting persons reserve the right to acquire or dispose of additional securities and may engage in discussions with management and the board.
The filing references a Second Amended and Restated Registration Rights Agreement from August 25, 2021, granting registration rights to the KV Funds, including the ability to request underwritten offerings for at least $50 million.

Sentiment

Score: 5

Explanation: This is a neutral, factual filing about changes in beneficial ownership by a major investor due to internal distributions. It does not convey positive or negative sentiment about the Issuer's performance or prospects.

Future Outlook

The Reporting Persons reserve the right to acquire or dispose of additional securities of the Issuer in the ordinary course of their business. They may engage in discussions with management, the Issuer's Board of Directors, other stockholders, and relevant parties concerning the business, operations, governance, management, strategy, capitalization, and/or future plans of the Issuer. They may also exercise their rights under the Second Amended and Restated Registration Rights Agreement, which includes the ability to request underwritten offerings.

Industry Context

This filing is specific to a major investor's ownership structure and does not provide broader industry context. Rocket Lab Corporation operates in the space launch and satellite services industry, a sector characterized by innovation and significant capital investment.

Stakeholder Impact

Shareholders: The distributions by Khosla Ventures V, L.P. represent an internal reallocation of ownership within the Khosla Ventures group. While not an immediate sale into the open market by the primary reporting entities, the continued existence of registration rights means a large block of shares could potentially be offered for sale in the future, which could impact market supply and price.

Next Steps

Reporting Persons may acquire or dispose of additional securities of the Issuer.
Reporting Persons may engage in discussions with Rocket Lab management, the Board of Directors, and other stockholders regarding the Issuer's business and future plans.
Reporting Persons may exercise their rights under the Second Amended and Restated Registration Rights Agreement, including requesting underwritten offerings.

Key Dates

Date	Description
August 2013	Start of preferred stock acquisition by Reporting Persons.
May 2020	End of preferred stock acquisition by Reporting Persons.
March 1, 2021	Date of Agreement and Plan of Merger.
May 7, 2021	Date of Amendment No. 1 to Merger Agreement.
June 25, 2021	Date of Amendment No. 2 to Merger Agreement.
August 25, 2021	Closing of Business Combination, Legacy Rocket Lab merged into Vector, renamed Rocket Lab USA, Inc. Also, date of Second Amended and Restated Registration Rights Agreement.
September 7, 2021	Original Schedule 13D filed.
March 17, 2022	Amendment No. 1 to Original Schedule 13D filed.
May 20, 2022	Amendment No. 2 to Original Schedule 13D filed.
March 13, 2024	Amendment No. 3 to Original Schedule 13D filed.
August 14, 2024	Amendment No. 4 to Original Schedule 13D filed.
December 3, 2024	Amendment No. 5 to Original Schedule 13D filed.
February 14, 2025	Amendment No. 6 to Original Schedule 13D filed.
May 23, 2025	Rocket Lab Corporation became successor/parent holding company of Rocket Lab USA, Inc. pursuant to a merger.
September 4, 2025	Amendment No. 7 to Original Schedule 13D filed. Also, start date of KV V pro rata distributions.
September 8, 2025	KV V distributed 1,000,000 shares of Common Stock.
September 15, 2025	Prospectus Supplement filed by the Issuer, reporting 498,021,407 shares of Common Stock outstanding.
September 22, 2025	KV V distributed 1,000,000 shares of Common Stock.
September 29, 2025	KV V distributed 1,000,000 shares of Common Stock (twice on this date).
October 21, 2025	Date of event requiring filing of this statement (KV V distributed 1,500,000 shares of Common Stock).
October 23, 2025	Date of filing signature.

Recommendation

hold

This filing is a routine update on beneficial ownership by a significant institutional investor, Khosla Ventures, for Rocket Lab Corporation. The reported changes are due to internal pro rata distributions within Khosla Ventures entities, not open market sales or purchases that would signal a change in investment thesis. While the filing reiterates the potential for future sales via registration rights, this is a standing agreement and not a new development. There is no new information regarding Rocket Lab's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation based solely on this amendment. Therefore, a 'hold' recommendation is appropriate as the fundamental investment case remains unchanged by this administrative update.

Keywords

Rocket Lab Corporation, Khosla Ventures, Schedule 13D, beneficial ownership, share distribution, venture capital, space industry, SEC filing, RKLB

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